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20-F
MESOBLAST LTD filed this Form 20-F on 08/31/2018
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4.3No Default.  As of the Closing Date and each Advance Date, (i) no fact or condition exists that could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default and (ii) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing.

4.4Post-Close Obligations.

(a)With respect to any Patents listed on Exhibit D to the Disclosure Letter that are registered in the name of **** or **** with the applicable filing office or agency, the Loan Parties shall deliver to Agent evidence satisfactory to Agent in its reasonable discretion that such registrations have been updated to reflect the name of the applicable Loan Party owning such Patents, which such process shall be completed within (i) fifteen (15) Business Days of the Closing Date, with respect to any such Patents of the Loan Parties filed with the United States Patent and Trademark Office or any similar office or agency of Australia and (ii) sixty (60) days of the Closing Date, with respect to any such Patents of the Loan Parties filed with any similar office or agency in any country other than the United States and Australia;

(b)Within fifteen (15) Business Days of the Closing Date, each Loan Party (as applicable) shall have delivered to Agent (i) executed copies of the IP Security Agreement and (ii) final Patent lists to be attached as Exhibit D to the Disclosure Letter and Exhibit B to the Perfection Certificate; and

(c)Within thirty (30) days of the Closing Date, the Loan Parties shall deliver to Agent (or its designated agent) the stock certificates or other instruments representing or evidencing the pledged Equity Interests in Mesoblast USA, Mesoblast Intl UK and Mesoblast UK, accompanied by appropriate duly executed instruments of transfer or assignment (including, without limitation, stock powers) in blank, all in form and substance satisfactory to Agent.

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES

Each Loan Party represents and warrants that:

5.1Corporate Status.  Each Loan Party is a corporation duly organized, legally existing and in good standing under the laws of (a) Australia (with respect to Parent), (b) England and Wales (with respect to Mesoblast UK and Mesoblast Intl UK), (c) Switzerland (with respect to Mesoblast SUI), or (d) Delaware (with respect to Mesoblast USA), as applicable, and is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and where the failure to be qualified would reasonably be expected to have a Material Adverse Effect.  Each Loan Party’s present name, former names (if any), locations, place of formation, tax identification number, organizational identification number and other information are correctly set forth in Exhibit C to the Disclosure Letter, as may be updated by the Loan Parties in a written notice (including any Compliance Certificate) provided to Agent after the Closing Date.

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Confidential material omitted and filed separately with the Commission.



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